SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
GZA GeoEnvironmental Technologies, Inc.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
362386-10-4
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 27, 2000
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 362386-10-4 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ACQUISITOR PLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 219,200
OWNED BY EACH --------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
219,200
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
219,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.30%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 362386-10-4 13D Page 3 of 7 Pages
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The following constitutes the initial Schedule 13D filed by Acquisitor
plc ("Acquisitor").
Item 1. Security and Issuer.
This statement relates to the shares of common stock, $.01 par
value (the "Common Stock ") of GZA GeoEnvironmental Technologies, Inc. (the
"Issuer"). The Issuer's principal executive offices are located at 320 Needham
Street, Newton Upper Falls, MA 02164.
Item 2. Identity and Background.
Acquisitor plc (the "Reporting Person") is a company
incorporated in Wales and England with a business address of Avery House, 52
Brook's Mews, London W1Y1LE. Acquisitor is a recently formed entity whose
purpose is to achieve a high rate of capital growth for its shareholders by
acquiring significant holding in companies which its Board of Directors consider
to be fundamentally undervalued. Acquisitor is managed by its Board of
Directors.
The directors of Acquisitor are C. Duncan Soukup, John
Radziwill, Luke Johnson, James Ozanne, Christopher Mills, Peter Melhado and
Nicholas Barham. The business address of Messrs. Radziwill and Soukup is 230
Park Avenue, Suite 516, New York, NY 10169. The business address of Messrs.
Johnson, Ozanne, Mills, Melhado and Barham is c/o Acquisitor's business address
given above.
Messrs. Soukup, Radziwill, Johnson, Mills and Barham are
citizens of the United Kingdom. Messrs. Ozanne and Melhado are citizens of the
United States of America.
In accordance with the provisions of General Instruction C to
Schedule 13D, information concerning the executive officers and directors of
Acquisitor is included in Schedule A hereto and is incorporated by reference
herein.
The Reporting Person and its directors have not been
criminally convicted in the past five years. They have not also been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 219,200 Shares of Common
Stock acquired by Acquisitor is $1,109,587.50 and came from its working capital.
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CUSIP No. 362386-10-4 13D Page 4 of 7 Pages
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Item 4. Purpose of Transaction.
The Reporting Person believes that the shares of Common Stock
of the Issuer are undervalued and represent an attractive investment
opportunity. The Reporting Person intends to have open communications with the
Issuer's management in order to monitor their efforts to increase stockholder
value. Depending on various factors including, without limitation, the Issuer's
financial position and investment strategy, the price levels of the Issuer's
common stock, conditions in the securities markets and general economic and
industry conditions, the Reporting Person may in the future take such actions
with respect to its investment in the Issuer as it deems appropriate including,
without limitation purchasing additional shares of Common Stock in the open
market or otherwise, making an offer to purchase up to all of the Issuer's
outstanding shares of Common Stock through a negotiated transaction or
otherwise, seeking to nominate a slate of directors to the Issuer's board of
directors or presenting proposals for stockholders' consideration at an annual
or special meeting of the Issuer's stockholders. The Reporting Person may also
sell some or all of its shares of Common Stock through privately negotiated
transactions, or to change its intention with respect to any and all matters
referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of shares of Common Stock
reported owned by Acquisitor is based upon 4,138,923 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding as
of December 31, 1999 as reported in the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended November 30, 1999. Acquisitor has sole voting
power on the shares of Common Stock it beneficially owns.
As of the close of business on March 27, 2000 Acquisitor
beneficially owns 219,200 Shares of Common Stock, constituting approximately
5.30% of the Shares of Common Stock outstanding.
(c) Transactions in the last 60 days of Acquisitor:
Date Buy/Sell Quantity Price
March 27, 2000 Buy 219,200 $5.00
The transaction was made through purchases in the open market.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not Applicable.
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CUSIP No. 362386-10-4 13D Page 5 of 7 Pages
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Item 7. Material to be Filed as Exhibits.
Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 30, 2000 ACQUISITOR PLC
By: /s/ Duncan Soukup
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Name: Duncan Soukup
Title: Managing Director
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CUSIP No. 362386-10-4 13D Page 6 of 7 Pages
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SCHEDULE A
Information Concerning the Executive Officers and Directors
of Acquisitor plc
Acquisitor is managed by the Board of Directors, whose details are given below:
Charles Duncan Soukup, Managing Director, aged 44
Mr. Soukup is president and chief executive officer of Lionheart Group, Inc. a
US based financial services holding company that he founded in 1994.
Subsidiaries of Lionheart Group manage or advise a number of hedge funds as well
as a number of [long-only] US Pension Fund accounts. From 1988 to 1994 Mr.
Soukup served as a managing director of Bear, Stearns & Co. Inc. where he
established and ran the company's foreign Equity Research and Sales department.
Mr. Soukup will be responsible for the Company's acquisition strategy and for
identifying and investigating potential targets and will share the selection
process with Mr. Johnson. He has 20 years of experience of making investments in
public and private companies and was until recently a director of Sage
Laboratories, Inc., a US public company that was acquired by Filtronic plc of
the UK.
Luke Oliver Johnson, Director, aged 37
Mr. Johnson is the non-executive chairman of Belgo Group plc and a director of
Intrinsic Value Partnership Limited. He has over 15 years of experience of
making investments in public and private companies. He worked as a stockbroking
analyst at Kleinwort Benson Securities from 1984 to 1988, and has subsequently
served as a director of a number of public companies. He served an executive
director, chairman and non-executive director of Pizza Express plc from 1993
until 1999. He was involved in the flotation and subsequent sale of various
public companies, including American Port Services plc, Abacus Recruitment plc
and My Kinda Town plc. In all these cases he also served as a non-executive
director. In the last ten years he has been involved as a principal in a number
of private equity transactions across a range of industries. In addition he
serves as a non-executive director of Elderstreet Downing VCT plc. Mr. Johnson
will share the selection process with Mr. Soukup but he will not be devoting all
of his time to the business of the Company in light of his other business
interests.
John Stanislas Albert Radziwill, Non-Executive Director, aged 52
Mr. Radziwill is a director of Lionheart Group, Inc. Mr. Radziwill is also
[currently] a director of Air Express International Corporation, a US publicly
quoted company engaged in worldwide transportation and logistics, and of
Interequity Capital Corporation, a Small Business Investment Corporation (SBIC)
licensed by the United States small business administration (SBA). From 1977 to
1997, Mr. Radziwill was president of Radix Organization Inc., a private US
investment banking firm, and from 1979 until 1995 was president of Radix
Ventures Inc., a US publicly quoted company
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CUSIP No. 362386-10-4 13D Page 7 of 7 Pages
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engaged in international transportation services. Mr. Radziwill is also a
director of Goldcrown Group Limited, a private UK property investment vehicle.
James Ozanne, Non-Executive Director, aged 55
Mr. Ozanne has been the principal at Greenrange Partners, which makes early to
late stage venture capital investments and which participates in management
buy-outs since 1996. He is also currently the Vice Chairman and a director of
Financial Security Assurance with which he has been involved since 1989. Until
recently Mr. Ozanne was also Chairman of Source One Mortgage Corporation, an
agency mortgage banker, a position he had held since 1997. Source One Mortgage
was sold to Citi Corp Mortgages on May 1, 1999. Between 1989 to 1996, Mr. Ozanne
was Chairman and CEO of the company now known as Nations Financial. Nations
Financial was formed in 1993 with the acquisition of the financial services
business of US West of which Mr. Ozanne was Chairman and CEO, a position which
he had held in the enlarged company. Mr. Ozanne was the CEO of North American
Car Corporation between 1975 and 1983. North American Car Corporation was sold
to GE Capital in 1983, whereupon he was employed by GE Capital. Mr. Ozanne was
employed by GE Capital until 1989, eventually becoming Executive Vice President
with responsibility for consumer finance units and asset management strategy.
Christopher Mills, Non-Executive Director, aged 47
Mr. Mills has been a Chief Investment Officer of J O Hambro Capital Management
Ltd ("J O Hambro") since 1983. He is also a Chief Executive of North Atlantic
Smaller Companies Investment Trust plc ("NASCIT") and American Opportunities
Trust plc ("AOT", both NASCIT and AOT are investment trusts listed in the United
Kingdom). Prior to joining J O Hambro, Mr. Mills worked for Samuel Montagu
Limited, Montagu Investment Management Ltd and its successor company, Invesco
MIM. At Invesco MIM, Mr. Mills served as a director and Head of North American
Investments and North American Venture Capital.
Peter Melhado, Non-Executive Director, aged 42
Mr. Melhado is the General Partner of Polaris Partners, L.P., an investment
partnership he co-found in 1989. Prior to forming Polaris Partners, L.P., Mr.
Melhado was a partner at Orson Munn & Co. and Chief Investment Officer of
Horsburgh Carlson Investment Management, [both of which are U.S. investment
management firms]. Mr. Melhado is also the President of Iroquis Avenue
Foundation, a [U.S.] charitable Trust.
Nicholas Barham, Non-Executive Director, aged 40
Mr. Barham is the Chief Executive Officer and a Director of Park Street
Investments (UK) Limited and Park Street Investments Pty Limited, an Australian
domiciled private investment company since March 1995. Mr. Barham is also the
Executive Chairman of and, through Park Street Investments Pty Limited since
January 1994, the largest shareholder of Arlington Group plc, a Director of
Sappa plc since March 1997. Before February 1999, Mr. Barham was the Executive
Chairman of both CSL Xenon (IOM) Limited and Xavier Computer Group plc.
